Common use of General Restrictions on Transfers Clause in Contracts

General Restrictions on Transfers. (a) Except as otherwise provided in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, (i)(A) NEP Member and its Affiliates holding Class A Units may not Dispose of all or any portion of their Class A Units without Class B Member Approval, (B) prior to [•], 20267. NEP shall not, and shall cause its controlled Affiliates not to, enter into any one or series of related transactions that result in any Person other than NEP, NextEra Energy, Inc., or their Affiliates Controlling the NEP Member (excluding, for avoidance of doubt, any transaction described in clauses (a)(i) through (a)(vii) of the definition of “Change of Control”) without Class B Member Approval, and (C) prior to [•], 20268. NEP Member and its Affiliates holding Class B Units may not Dispose of all or any portion of their Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its permitted assignee) purchases, pursuant to one or more exercises of the Call Option, NEP Change of Control Option, or Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Member or any of its Affiliates; and (ii) no Class B Member (other than NEP Member and its Affiliates holding Class B Units) may Dispose of all or any portion of its Class B Units prior to the fourth (4th) anniversary ________________________________ 7 To be date that is seventh anniversary of Effective Date. 8 To be date that is seventh anniversary of Effective Date. of the Effective Date without the prior written consent of NEP Member, except Dispositions to one or more of its Affiliates; provided, however, that (1) each Class A Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that notwithstanding anything in this Agreement to the contrary, (y) neither the foreclosure under such Class A Permitted Loan Financing on pledged Class A Units nor the sale of such Class A Units by a creditor in such Class A Permitted Loan Financing shall be deemed to violate this Section 7.01(a) and (z) any such pledgee or purchaser specified in the foregoing clause (y) shall be entitled to the rights, privileges and interests of a Class A Member under this Agreement, including, in the case of the foreclosure or sale of the Class A Units held by NEP Member, the rights, privileges and interests of the NEP Member under this Agreement); and (2) each Class B Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class B Units in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a)). Subject to Section 7.01(b), at any time on or after the fourth (4th) anniversary of the Effective Date, each of the Class B Members (other than NEP Member and its Affiliates holding Class B Units) may freely Dispose of all or any portion of its Class B Units to any Person, other than an Excluded Party, without the consent of NEP Member, but only to the extent that, on or prior to the date of such Class B Member’s delivery of a Disposition Notice (as defined below) with respect to such Disposition of Class B Units, such Class B Member has not received a then-pending Call Option Notice or Class B COC Notice with respect to all of the Class B Units held by such Class B Member (including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant to Section 7.02(g) or Section 7.04(e), as applicable) (in which event, such Class B Member shall be permitted to Dispose of only such number of its Class B Units as is not subject to such then-pending Call Option Notice or Class B COC Notice, as applicable (and for the avoidance of doubt, if any such Call Option Notice or Class B COC Notice is rescinded or revoked in accordance with Section 7.02 or Section 7.04, as applicable, such Class B Units previously subject to such Call Option Notice or Class B COC Notice may subsequently be Disposed of in accordance with this sentence)), subject to the rights of NEP Member with respect to such Class B Units, as set forth in Section 7.01(c). Each Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest other than in strict accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. (b) An Assignee may be admitted to the Company as a Member, with the Membership Interest so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a) and, if applicable, Section 7.02 or Section 7.03. In addition to the requirements set forth in Section 7.01(a), any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements:

General Restrictions on Transfers. (a) Except as otherwise provided in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, Affiliated Funds, and Affiliated Investment Vehicles, (i)(Ai) for so long as any Class B Units remain outstanding (other than Class B Units held by NEP Class B Parties), NEP Member and its Affiliates holding Class A Units or Class B Units may not Dispose of all or any portion of their Class A Units without Class B Member Approval, (B) prior to [•], 20267. NEP shall not, and shall cause its controlled Affiliates not to, enter into any one or series of related transactions that result in any Person other than NEP, NextEra Energy, Inc., or their Affiliates Controlling the NEP Member (excluding, for avoidance of doubt, any transaction described in clauses (a)(i) through (a)(vii) of the definition of “Change of Control”) without Class B Member Approval, and (C) prior to [•], 20268. NEP Member and its Affiliates holding Class B Units may not Dispose of all or any portion of their Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its permitted assignee) purchases, pursuant to one or more exercises of the Call Option, NEP Change of Control Option, or Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Member or any of its Affiliates; and (ii) no Class B Member (other than NEP Member and its Affiliates holding Class B Units, which shall be subject to clause (i) of this Section 7.01) may Dispose of all or any portion of its Class B Units prior to the fourth third (4th3rd) anniversary ________________________________ 7 To be date that is seventh anniversary of Effective Date. 8 To be date that is seventh anniversary of Effective Date. of the Effective Date without the prior written consent of NEP Member, except Dispositions to one or more of its Affiliates; provided, however, that (1) each Class A Member shall be permitted to pledge Encumber all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units or Class B Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that notwithstanding anything in this Agreement to the contrary, (y) neither the any foreclosure under such Class A Permitted Loan Financing on pledged Class A Units nor the sale of such Class A Units by a creditor in such Class A Permitted Loan Financing shall be deemed to violate this Section 7.01(a) and (z) any such pledgee or purchaser specified in the foregoing clause (y) shall be entitled to the rights, privileges and interests of a Class A Member under this Agreement, including, in the case of the foreclosure or sale of the Class A Units held by NEP Member, the rights, privileges and interests of the NEP Member under this Agreement); and (2) each Class B Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class B Units in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a)). Subject ; (2) from and after a Triggering Event, each Class B Member shall be permitted to Section 7.01(bDispose of its Class B Units without the written consent of the NEP Member (provided, however, that, if the Triggering Event occurred prior to May 13, 2026, no Disposition to an Excluded Party shall be permitted without the written consent of NEP 853984.15A-WILSR01A - MSW Member), ; (3) at any time on or from and after the fourth third (4th3rd) anniversary of the Effective DateDate but prior to May 13, 2026, each of the Class B Members (other than NEP Member and its Affiliates holding Class B Units) may freely Dispose of all or any portion of its Class B Units to any Person, other than an Excluded Party, without the consent of NEP Member, but only to the extent that, on or prior to the date of such Class B Member’s delivery of a Disposition Notice (as defined below) with respect to such Disposition of Class B Units, such Class B Member has not received a then-then pending Call Option Notice or Class B COC Notice with respect to all of the Class B Units held by such Class B Member (including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant to Section 7.02(g) or Section 7.04(e), as applicable) (in which event, such Class B Member shall be permitted to Dispose of only such number of its Class B Units as is not subject to such then-pending Call Option Notice or Class B COC Notice, as applicable applicable); and (and for 4) at any time on or after May 13, 2026, each of the avoidance of doubt, if any such Call Option Notice or Class B COC Notice is rescinded Members (other than NEP Member and its Affiliates holding Class B Units) may freely Dispose of all or revoked in accordance with Section 7.02 or Section 7.04, as applicable, such any portion of its Class B Units previously subject to such Call Option Notice or Class B COC Notice may subsequently be Disposed any Person without the consent of NEP Member, subject, in accordance with this sentence)the case of clause (4), subject to the rights of NEP Member with respect to such Class B Units, as set forth in Section 7.01(c). Each Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest other than in strict accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. (b) An Assignee may be admitted to the Company as a Member, with the Membership Interest so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a) and, if applicable, Section 7.02 or Section 7.03. In addition to the requirements set forth in Section 7.01(a), any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements:

General Restrictions on Transfers. (a) Except as otherwise provided in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, (i)(A) NEP Member and its Affiliates holding Class A Units may not Dispose of all or any portion of their Class A Units without Class B Member Approval, (B) prior to [•]December 4, 20267. 2026, NEP shall not, and shall cause its controlled Affiliates not to, enter into any one or series of related transactions that result in any Person other than NEP, NextEra Energy, Inc., or their Affiliates Controlling the NEP Member (excluding, for avoidance of doubt, any transaction described in clauses (a)(i) through (a)(vii) of the definition of “Change of Control”) without Class B Member Approval, and (C) prior to [•]December 4, 20268. 2026, NEP Member and its Affiliates holding Class B Units may not Dispose of all or any portion of their Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its permitted assignee) purchases, pursuant to one or more exercises of the Call Option, NEP Change of Control Option, or Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Member or any of its Affiliates; and (ii) no Class B Member (other than NEP Member and its Affiliates holding Class B Units) may Dispose of all or any portion of its Class B Units prior to the fourth (4th) anniversary ________________________________ 7 To be date that is seventh anniversary of Effective Date. 8 To be date that is seventh anniversary of Effective Date. of the Effective Date without the prior written consent of NEP Member, except Dispositions to one or more of its Affiliates; provided, however, that (1) each Class A Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that notwithstanding anything in this Agreement to the contrary, (y) neither the foreclosure under such Class A Permitted Loan Financing on pledged Class A Units nor the sale of such Class A Units by a creditor in such Class A Permitted Loan Financing shall be deemed to violate this Section 7.01(a) and (z) any such pledgee or purchaser specified in the foregoing clause (y) shall be entitled to the rights, privileges and interests of a Class A Member under this Agreement, including, in the case of the foreclosure or sale of the Class A Units held by NEP Member, the rights, privileges and interests of the NEP Member under this Agreement); and (2) each Class B Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class B Units in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a)). Subject to Section 7.01(b), at any time on or after the fourth (4th) anniversary of the Effective Date, each of the Class B Members (other than NEP Member and its Affiliates holding Class B Units) may freely Dispose of all or any portion of its Class B Units to any Person, other than an Excluded Party, without the consent of NEP Member, but only to the extent that, on or prior to the date of such Class B Member’s delivery of a Disposition Notice (as defined below) with respect to such Disposition of Class B Units, such Class B Member has not received a then-pending Call Option Notice or Class B COC Notice with respect to all of the Class B Units held by such Class B Member (including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant to Section 7.02(g) or Section 7.04(e), as applicable) (in which event, such Class B Member shall be permitted to Dispose of only such number of its Class B Units as is not subject to such then-pending Call Option Notice or Class B COC Notice, as applicable (and for the avoidance of doubt, if any such Call Option Notice or Class B COC Notice is rescinded or revoked in accordance with Section 7.02 or Section 7.04, as applicable, such Class B Units previously subject to such Call Option Notice or Class B COC Notice may subsequently be Disposed of in accordance with this sentence)), subject to the rights of NEP Member with respect to such Class B Units, as set forth in Section 7.01(c). Each Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest other than in strict accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. (b) An Assignee may be admitted to the Company as a Member, with the Membership Interest so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a) and, if applicable, Section 7.02 or Section 7.03. In addition to the requirements set forth in Section 7.01(a), any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements:

General Restrictions on Transfers. (a) Except as otherwise provided in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, Affiliated Funds, and Affiliated Investment Vehicles, (i)(Ai) for so long as any Class B Units remain outstanding (other than Class B Units held by NEP Class B Parties), NEP Member and its Affiliates holding Class A Units or Class B Units 853984.14-WILSR01A - MSW may not Dispose of all or any portion of their Class A Units without Class B Member Approval, (B) prior to [•], 20267. NEP shall not, and shall cause its controlled Affiliates not to, enter into any one or series of related transactions that result in any Person other than NEP, NextEra Energy, Inc., or their Affiliates Controlling the NEP Member (excluding, for avoidance of doubt, any transaction described in clauses (a)(i) through (a)(vii) of the definition of “Change of Control”) without Class B Member Approval, and (C) prior to [•], 20268. NEP Member and its Affiliates holding Class B Units may not Dispose of all or any portion of their Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its permitted assignee) purchases, pursuant to one or more exercises of the Call Option, NEP Change of Control Option, or Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Member or any of its Affiliates; and (ii) no Class B Member (other than NEP Member and its Affiliates holding Class B Units, which shall be subject to clause (i) of this Section 7.01) may Dispose of all or any portion of its Class B Units prior to the fourth third (4th3rd) anniversary ________________________________ 7 To be date that is seventh anniversary of Effective Date. 8 To be date that is seventh anniversary of Effective Date. of the Effective Date without the prior written consent of NEP Member, except Dispositions to one or more of its Affiliates; provided, however, that (1) each Class A Member shall be permitted to pledge Encumber all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units or Class B Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that notwithstanding anything in this Agreement to the contrary, (y) neither the any foreclosure under such Class A Permitted Loan Financing on pledged Class A Units nor the sale of such Class A Units by a creditor in such Class A Permitted Loan Financing shall be deemed to violate this Section 7.01(a) and (z) any such pledgee or purchaser specified in the foregoing clause (y) shall be entitled to the rights, privileges and interests of a Class A Member under this Agreement, including, in the case of the foreclosure or sale of the Class A Units held by NEP Member, the rights, privileges and interests of the NEP Member under this Agreement); and (2) each Class B Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class B Units in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a)). Subject ; (2) from and after a Triggering Event, each Class B Member shall be permitted to Section 7.01(bDispose of its Class B Units without the written consent of the NEP Member (provided, however, that, if the Triggering Event occurred prior to [•], 2026,7 no Disposition to an Excluded Party shall be permitted without the written consent of NEP Member), ; (3) at any time on or from and after the fourth third (4th3rd) anniversary of the Effective DateDate but prior to [•], 2026,8 each of the Class B Members (other than NEP Member and its Affiliates holding Class B Units) may freely Dispose of all or any portion of its Class B Units to any Person, other than an Excluded Party, without the consent of NEP Member, but only to the extent that, on or prior to the date of such Class B Member’s delivery of a Disposition Notice (as defined below) with respect to such Disposition of Class B Units, such Class B Member has not received a then-then pending Call Option Notice or Class B COC Notice with respect to all of the Class B Units held by such Class B Member (including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant to Section 7.02(g) or Section 7.04(e), as applicable) (in which event, such Class B Member shall be permitted to Dispose of only such number of its Class B Units as is not subject to such then-pending Call Option Notice or Class B COC Notice, as applicable applicable); and (and for 4) at any time on or after [•], 2026,9 each of the avoidance of doubt, if any such Call Option Notice or Class B COC Notice is rescinded Members (other than NEP Member and its Affiliates holding Class B Units) may freely Dispose of all or revoked in accordance with Section 7.02 or Section 7.04, as applicable, such any portion of its Class B Units previously subject to such Call Option Notice or Class B COC Notice may subsequently be Disposed any Person without the consent of NEP Member, subject, in accordance with this sentence)the case of clause (4), subject to the rights of NEP Member with respect to such Class B Units, as set forth in Section 7.01(c). Each Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest other than in strict accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. (b) An Assignee may be admitted to the Company as a Member, with the Membership Interest so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a) and, if applicable, Section 7.02 or Section 7.03. In addition to the requirements set forth in Section 7.01(a), any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements:

General Restrictions on Transfers. (a) Except as otherwise provided in Section 4.03 or in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, (i)(Ai) (A) NEP Member and its Affiliates holding Class A Units may not Dispose of all or any portion of their Class A Units without Class B Member Approval, Approval and (B) prior to [•]September 11, 20267. NEP shall not2026, and shall cause its controlled Affiliates not to, enter into any one or series of related transactions that result in any Person other than NEP, NextEra Energy, Inc., or their Affiliates Controlling the NEP Member (excluding, for avoidance of doubt, any transaction described in clauses (a)(i) through (a)(vii) of the definition of “Change of Control”) without Class B Member Approval, and (C) prior to [•], 20268. NEP Member and its Affiliates holding Class B Units may not Dispose of all or any portion of their Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its permitted assignee) purchases, pursuant to one or more exercises of the Call Option, NEP Change of Control Option, or Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Member or any of its Affiliates; and (ii) no Class B Member (other than NEP Member and its Affiliates holding Class B Units) may Dispose of all or any portion of its Class B Units prior to the fourth third (4th3rd) anniversary ________________________________ 7 To be date that is seventh anniversary of Effective Date. 8 To be date that is seventh anniversary of Effective Date. of the Effective Date without the prior written consent of NEP Member, except Dispositions to one or more of its Affiliates; provided, however, that (1) each Class A Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that notwithstanding anything in this Agreement to the contrary, (y) neither the any foreclosure under such Class A Permitted Loan Financing on pledged Class A Units nor the sale of such Class A Units by a creditor in such Class A Permitted Loan Financing shall not be deemed to violate this Section 7.01(a) and (z) any such pledgee or purchaser specified in the foregoing clause (y) shall be entitled to the rights, privileges and interests of a Class A Member under this Agreement, including, in the case of the foreclosure or sale of the Class A Units held by NEP Member, the rights, privileges and interests of the NEP Member under this Agreement)); and (2) each Class B Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class B Units in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a)). Subject to Section 7.01(b), at any time on or after the fourth third (4th3rd) anniversary of the Effective Date, each of the Class B Members (other than NEP Member and its Affiliates holding Class B Units) may freely Dispose of all or any portion of its Class B Units to any Person, other than an Excluded Party, without the consent of NEP Member, but only to the extent that, on or prior to the date of such Class B Member’s delivery of a Disposition Notice (as defined below) with respect to such Disposition of Class B Units, such Class B Member has not received a then-then pending Call Option Notice or Class B COC Notice with respect to all of the Class B Units held by such Class B Member (including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant to Section 7.02(g) or Section 7.04(e), as applicable) (in which event, such Class B Member shall be permitted to Dispose of only such number of its Class B Units as is not subject to such then-pending Call Option Notice or Class B COC Notice, as applicable (and for the avoidance of doubt, if any such Call Option Notice or Class B COC Notice is rescinded or revoked in accordance with Section 7.02 or Section 7.04, as applicable, such Class B Units previously subject to such Call Option Notice or Class B COC Notice may subsequently be Disposed of in accordance with this sentence)), subject to the rights of NEP Member with respect to such Class B Units, as set forth in Section 7.01(c). Each Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest other than in strict accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. (b) An Assignee may be admitted to the Company as a Member, with the Membership Interest so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a) and, if applicable, Section 7.02 or Section 7.03. In addition to the requirements set forth in Section 7.01(a), any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements:requirements (it being understood and agreed that the Disposition of the Class B Units to Initial Investor by NEP Member in accordance with and pursuant to the Purchase Agreement and Section 4.03 hereof satisfies all requirements set forth in this Agreement to effect such Disposition and admit Initial Investor as a Member):